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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 11, 2007
AMBASE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-07265 95-2962743
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 PUTNAM GREEN, GREENWICH, CT 06830-6027
(Address of principal executive offices, including zip code)
(203) 532-2000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
Item 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
(i) On September 11, 2007, AmBase Corporation (the "Registrant") dismissed
PricewaterhouseCoopers LLP as its independent registered public
accounting firm. The Registrant's Accounting and Audit Committee and
the Board of Directors participated in and approved the decision to
change its independent registered public accounting firm.
(ii) The reports of PricewaterhouseCoopers LLP on the financial statements
for the fiscal years ended December 31, 2005 and 2006 contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii)During the fiscal years ended December 31, 2005 and 2006 and through
September 11, 2007, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their reports on the financial statements for such years.
(iv) During the fiscal years ended December 31, 2005 and 2006 and through
September 11, 2007, there have been no reportable events (as defined
in Item 304(a)(1)(v) of Regulation S-K).
(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. A copy of
such letter, dated September 14, 2007, is filed as (Exhibit 16 to this
Form 8-K).
(b) New independent registered public accounting firm
(i) The Registrant engaged UHY LLP as its new independent registered
public accounting firm as of September 11, 2007. During the fiscal
years ended December 31, 2005 and 2006 and through September 11, 2007,
the Registrant has not consulted with UHY LLP regarding any of the
matters described in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of
Regulation S-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
16. PricewaterhouseCoopers LLP's letter addressed to the Securities and
Exchange Commission, dated September 14, 2007, indicating their
agreement with the statements contained in this Form 8-K filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMBASE CORPORATION
Date: September 14, 2007 By: /s/ John P. Ferrara
--------------------------
John P. Ferrara
Vice President and
Chief Financial Officer and
Controller (Principal Financial
and Accounting Officer)